limited company
In a limited company, the liability of members or subscribers of the company is limited to what they have invested or guaranteed to the company. Limited companies may be limited by Share (finance), shares or by guarantee. In a company limited by ...
founded in 1963, by
music publisher
A music publisher is a type of publisher that specializes in distributing music. Music publishers originally published sheet music. When copyright became legally protected, music publishers started to play a role in the management of the intellect ...
Dick James
Dick James (born Leon Isaac Vapnick; 12 December 1920 – 1 February 1986) was a British music publisher and singer. He and Brian Epstein established the Beatles' publisher Northern Songs. Later, with his son Stephen, James founded the DJM re ...
, artist manager
Brian Epstein
Brian Samuel Epstein (; 19 September 1934 – 27 August 1967) was a British music entrepreneur who managed the Beatles from 1962 until his death in 1967.
Epstein was born into a family of successful retailers in Liverpool, who put him i ...
, and songwriters
John Lennon
John Winston Ono Lennon (born John Winston Lennon; 9 October 19408 December 1980) was an English singer, songwriter, musician and peace activist who achieved worldwide fame as founder, co-songwriter, co-lead vocalist and rhythm guitarist of ...
and
Paul McCartney
Sir James Paul McCartney (born 18 June 1942) is an English singer, songwriter and musician who gained worldwide fame with the Beatles, for whom he played bass guitar and shared primary songwriting and lead vocal duties with John Lennon. One ...
of
the Beatles
The Beatles were an English Rock music, rock band, formed in Liverpool in 1960, that comprised John Lennon, Paul McCartney, George Harrison and Ringo Starr. They are regarded as the Cultural impact of the Beatles, most influential band of al ...
, to publish songs written by
Lennon and McCartney
John Winston Ono Lennon (born John Winston Lennon; 9 October 19408 December 1980) was an English singer, songwriter, musician and peace activist who achieved worldwide fame as founder, co-songwriter, co-lead vocalist and rhythm guitarist of ...
. In 1965, it was decided to make Northern Songs a
public company
A public company is a company whose ownership is organized via shares of stock which are intended to be freely traded on a stock exchange or in over-the-counter markets. A public (publicly traded) company can be listed on a stock exchange (l ...
, to reduce their
income tax
An income tax is a tax imposed on individuals or entities (taxpayers) in respect of the income or profits earned by them (commonly called taxable income). Income tax generally is computed as the product of a tax rate times the taxable income. Tax ...
burden.
After Epstein died in 1967, Lennon and McCartney sought to renegotiate their publishing deal with James but, early in 1969, James and his partner sold their shares in Northern Songs to Britain's
Associated Television
Associated Television was the original name of the British broadcaster ATV, part of the Independent Television (ITV) network. It provided a service to London at weekends from 1955 to 1968, to the Midlands on weekdays from 1956 to 1968, and ...
(ATV), without warning Lennon or McCartney. Lennon and McCartney attempted to gain a controlling interest in Northern Songs but their bid failed, because the financial power of
Lew Grade
Lew Grade, Baron Grade, (born Lev Winogradsky; 25 December 1906 – 13 December 1998) was a British media proprietor and impresario. Originally a dancer, and later a talent agent, Grade's interest in television production began in 1954 ...
ensured that Northern Songs passed into the control of ATV.
Allen Klein
Allen Klein (December 18, 1931 July 4, 2009) was an American businessman whose aggressive negotiation tactics affected industry standards for compensating recording artists. He founded ABKCO Music & Records Incorporated. Klein increased profits ...
(then ''
de facto
''De facto'' ( ; , "in fact") describes practices that exist in reality, whether or not they are officially recognized by laws or other formal norms. It is commonly used to refer to what happens in practice, in contrast with ''de jure'' ("by la ...
'' Beatles manager) attempted to set up a deal for Apple Corps to buy out ATV, but that also failed.
McCartney once informed
Michael Jackson
Michael Joseph Jackson (August 29, 1958 – June 25, 2009) was an American singer, songwriter, dancer, and philanthropist. Dubbed the "King of Pop", he is regarded as one of the most significant cultural figures of the 20th century. Over a ...
about the financial value of music publishing, because Jackson had enquired about the process of acquiring songs and how songs were used. According to McCartney, Jackson then said, "I'm going to get he Beatles' songs. Jackson did indeed purchase ATV Music in 1985. Both McCartney and
Yoko Ono
Yoko Ono ( ; ja, 小野 洋子, Ono Yōko, usually spelled in katakana ; born February 18, 1933) is a Japanese multimedia artist, singer, songwriter, and peace activist. Her work also encompasses performance art and filmmaking.
Ono grew up i ...
, Lennon's widow, were notified of the sale but did not bid themselves. Ten years later, Jackson merged his catalogue with that of
Sony Corporation of America
Sony Corporation of America (SONAM, also known as SCA), is the American arm of the Japanese conglomerate Sony Group Corporation
SONAM, headquartered in New York City, manages the company's US-based businesses.
Sony's principal U.S. businesse ...
to form
Sony/ATV Music Publishing
Sony Music Publishing (formerly Sony/ATV Music Publishing) is the largest music publisher in the world, with over five million songs owned or administered as of end March 2021. US-based, it is part of the Sony Music Group, which is itself owned ...
, and Northern Songs was dissolved.
Early history and foundation
Because
George Martin
Sir George Henry Martin (3 January 1926 – 8 March 2016) was an English record producer, arranger, composer, conductor, and musician. He was commonly referred to as the "Fifth Beatle" because of his extensive involvement in each of the B ...
felt
EMI
EMI Group Limited (originally an initialism for Electric and Musical Industries, also referred to as EMI Records Ltd. or simply EMI) was a British Transnational corporation, transnational Conglomerate (company), conglomerate founded in March 1 ...
's Ardmore & Beechwood publishing company had done almost nothing to promote "
Love Me Do
"Love Me Do" is the official debut single by the English rock band the Beatles, backed by " P.S. I Love You". When the single was originally released in the United Kingdom on 5 October 1962, it peaked at number 17. It was released in the United ...
", he advised Epstein to find a good publisher. He told Epstein about three publishers who, in Martin's opinion, would be fair and honest, which led Epstein to James. Epstein turned up at James' office with an acetate of "
Please Please Me
''Please Please Me'' is the debut studio album by the English rock band the Beatles. Produced by George Martin, it was released on EMI's Parlophone label on 22 March 1963 in the United Kingdom, following the success of the band's first two s ...
", but was reluctant to let James publish it without any proof of his publishing power. James immediately picked up the phone and called Philip Jones, the producer of the prestigious TV show, '' Thank Your Lucky Stars'', playing him the acetate over the phone, and saying the song was "a guaranteed future hit". Jones agreed, and promised a spot on the show. Epstein, suitably amazed at the speed of the booking, decided that James was a man he could trust.
On 22 February 1963, James suggested to Epstein that forming a company with Lennon, McCartney and Epstein would earn more money in the long run. Lennon and McCartney thought they would own the whole company, but were given a 20 per cent share each, Epstein 10 per cent, and James and his partner, Charles Silver, owning 50 per cent. George Martin was offered a share in Northern Songs, as well, but he turned it down because his employment with EMI presented a
conflict of interest
A conflict of interest (COI) is a situation in which a person or organization is involved in multiple interests, financial or otherwise, and serving one interest could involve working against another. Typically, this relates to situations i ...
. Another company, Maclen Music, which published Lennon and McCartney's music in the US, was also controlled by Northern Songs. Both Northern Songs and Maclen Music were administered by Dick James Music. Northern Songs also published
George Harrison
George Harrison (25 February 1943 – 29 November 2001) was an English musician and singer-songwriter who achieved international fame as the lead guitarist of the Beatles. Sometimes called "the quiet Beatle", Harrison embraced Indian c ...
's early compositions, as well as
Ringo Starr
Sir Richard Starkey (born 7 July 1940), known professionally as Ringo Starr, is an English musician, singer, songwriter and actor who achieved international fame as the drummer for the Beatles. Starr occasionally sang lead vocals with the ...
's.
McCartney later explained that they signed all the contracts Epstein presented to them without reading them first, with Lennon adding, "We had complete faith in him psteinwhen he was running us. To us, he was the expert". James offered George Martin shares as well, but he turned them down, saying it might well be unethical, because he worked for EMI. The money gathered by Northern Songs was channelled into a second company, Lenmac Enterprises, owned by Lennon and McCartney at 40% each and NEMS (North End Music Stores) at 20%. The company collected profits from the UK only.
During 1965, to reduce the income tax burden, it was decided to make Northern Songs a public company. 1,250,000 shares were traded on the
London Stock Exchange
London Stock Exchange (LSE) is a stock exchange in the City of London, England, United Kingdom. , the total market value of all companies trading on LSE was £3.9 trillion. Its current premises are situated in Paternoster Square close to St Pau ...
, which were worth 17 pence each ($0.28), but were offered at 66 pence ($1.09) each. Although the trade was scoffed at by various financial institutions, it was expected that the application lists would not remain open for more than 60 seconds, which is exactly what happened, because the lists were oversubscribed. After the offer closed, Lennon and McCartney owned 15% each, worth £195,200 ($320,000), NEMS a 7.5% interest, and James and Silver (who served as Northern Songs' chairmen), controlling 37.5%, with Harrison and Starr sharing 1.6%. The remaining shares were owned by various financial institutions. At the same time, Lennon and McCartney renewed their previous three-year publishing contracts, binding them to Northern Songs until 1973. Harrison also signed with the company in 1965, for a period of three years. To protect his interests, James took out a
life insurance
Life insurance (or life assurance, especially in the Commonwealth of Nations) is a contract between an insurance policy holder and an insurer or assurer, where the insurer promises to pay a designated beneficiary a sum of money upon the death ...
policy of £500,000 on Lennon and McCartney. By the summer of 1966, 88 songs by Lennon and McCartney had been recorded and released, and there were 2,900 versions by different artists.
In September 1964, Harrison founded his own publishing company, Mornyork Ltd., changing the name to Harrisongs Ltd. in December. Following the expiration of his contract with Northern Songs in 1968, Harrison's songs were published by Harrisongs Ltd. Ringo Starr formed a publishing company for his songs, called Startling Music, in 1968.
Sale to ATV
After Epstein's death on 27 August 1967, Lennon and McCartney sought to renegotiate their publishing deal with James. In 1968 they invited James for a meeting at
Apple Records
Apple Records is a record label founded by the Beatles in 1968 as a division of Apple Corps Ltd. It was initially intended as a creative outlet for the Beatles, both as a group and individually, plus a selection of other artists including Mar ...
; filming the encounter and acting brusquely towards him. As a result, already-cool relations between James and the individual Beatles became even cooler. In March 1969, James and Silver abruptly sold their shares in Northern Songs to
Associated Television
Associated Television was the original name of the British broadcaster ATV, part of the Independent Television (ITV) network. It provided a service to London at weekends from 1955 to 1968, to the Midlands on weekdays from 1956 to 1968, and ...
for £1,525,000, giving Lennon and McCartney no notice or the chance to buy them out. Lennon learned of the sale from a morning newspaper during his honeymoon with Yoko Ono, and immediately called McCartney. Lennon and McCartney were offered £2.3 million by ATV for their shares but turned down the offer. Lennon and McCartney then attempted to gain a controlling interest in the company but their bid, part of a long and acrimonious fight, ultimately failed. The financial power of
Lew Grade
Lew Grade, Baron Grade, (born Lev Winogradsky; 25 December 1906 – 13 December 1998) was a British media proprietor and impresario. Originally a dancer, and later a talent agent, Grade's interest in television production began in 1954 ...
, their adversary in the bidding war, ensured that the songs written by the two Beatles passed into the control of ATV.
Allen Klein (the ''de facto'' manager of the Beatles in the wake of Epstein's death) then attempted to set up a deal for Apple Corps to buy ATV out, which was stopped by attorney John Eastman—
Linda McCartney
Linda Louise McCartney, Lady McCartney ( Eastman; September 24, 1941 – April 17, 1998) was an American photographer, musician, animal rights activist, vegetarian cookbook author and advocate, and entrepreneur. She was the keyboardist in th ...
's brother, and son of McCartney's future
business manager
The Oxford English Dictionary defines a business manager as "a person who manages the business affairs of an individual, institution, organization, or company".
Compare manager.
Business managers drive the work of others (if any) in order to oper ...
,
Lee Eastman
Lee Eastman (born Leopold Vail Epstein; January 12, 1910 – July 30, 1991) was an American show business attorney and art collector from New York City.
Takeover of ACC
In the late 1970s, the parent company of ATV Music, now known as Associated Communications Corporation (ACC) began experiencing financial difficulties. From 1978 to 1981, ACC's profits declined due to losses in its film division, and share prices dropped dramatically. In 1981, Grade entertained offers for Northern Songs, drawing interest from several bidders. McCartney, with Lennon's widow
Yoko Ono
Yoko Ono ( ; ja, 小野 洋子, Ono Yōko, usually spelled in katakana ; born February 18, 1933) is a Japanese multimedia artist, singer, songwriter, and peace activist. Her work also encompasses performance art and filmmaking.
Ono grew up i ...
, offered £21 million but the offer was declined by Grade who decided not to sell Northern Songs separately after other suitors, including
CBS Songs
SBK Records was a record label, owned by Universal Music Group, that was currently part of the Capitol Music Group, where it is in hibernation. The label was founded in 1988 and during its time in activity existed as part of the EMI Group.
Hist ...
,
EMI Music Publishing
EMI Music Publishing Ltd. is a British multinational music publishing company headquartered in London, owned by parent company Sony Corporation of America.
In May 2018, Sony Music Publishing agreed to increase its stake in EMI to 90%, pending ...
,
Warner Communications
Warner Media, LLC ( traded as WarnerMedia) was an American multinational mass media and entertainment conglomerate. It was headquartered at the 30 Hudson Yards complex in New York City, United States.
It was originally established in 1972 by ...
,
Paramount Pictures
Paramount Pictures Corporation is an American film and television production company, production and Distribution (marketing), distribution company and the main namesake division of Paramount Global (formerly ViacomCBS). It is the fifth-oldes ...
and the Entertainment Co. showed interest in buying ATV Music as a whole.
Meanwhile, Australian businessman Robert Holmes à Court had been acquiring shares of ACC and launched a takeover bid in earnest in January 1982. Grade resigned as chairman and was replaced by Holmes à Court who successfully acquired a controlling interest in the company. After Holmes à Court assumed control of ACC, ATV Music was no longer for sale.
During their collaboration on the song, " Say, Say, Say", McCartney informed Michael Jackson about the financial value of music publishing. According to McCartney, this was his response to Jackson asking him for business advice. McCartney showed Jackson a thick booklet displaying all the song and publishing rights he owned, from which he was then reportedly earning $40 million from songs written by others. Jackson became quite interested and inquired about the process of acquiring songs and how the songs were used. According to McCartney, Jackson said, "I'm going to get yours eatles' songs, which McCartney thought was a joke, replying, "Ho ho, you, you're good".
In 1982, Robert Holmes à Court acquired Associated Communications Corporation, the holding company of
ATV Music
Sony Music Publishing (formerly Sony/ATV Music Publishing) is the largest music publisher in the world, with over five million songs owned or administered as of end March 2021. US-based, it is part of the Sony Music Group, which is itself owned ...
and put ATV Music up for sale in 1984. The only song in the Northern Songs catalogue that was excluded from the sale was "
Penny Lane
"Penny Lane" is a song by the English rock band the Beatles that was released in February 1967 as a double A-side single with "Strawberry Fields Forever". It was written primarily by Paul McCartney and credited to the Lennon–McCartney songw ...
", the rights to which were gifted to Holmes à Court's teenage daughter Catherine, as it was her favourite Beatles song. According to Bert Reuter, who negotiated the sale for Holmes à Court, "We had given Paul McCartney first right of refusal but Paul didn't want it at that time". Jackson's attorney,
John Branca
John is a common English name and surname:
* John (given name)
* John (surname)
John may also refer to:
New Testament
Works
* Gospel of John, a title often shortened to John
* First Epistle of John, often shortened to 1 John
* Second ...
, reportedly contacted an attorney for McCartney who said that McCartney would not be bidding for the catalogue because he thought it was "too pricey". Likewise, Ono was also contacted but did not enter the bidding.
Sale to Michael Jackson
In June 1985, Jackson and Branca learned that Charles Koppelman's and
Marty Bandier
Martin N. "Marty" Bandier (born July 21, 1941) is an American music industry executive who was the CEO/Chairman of Sony/ATV Music Publishing for 11 years.
Bandier studied at Stuyvesant High School, Syracuse University, and Brooklyn Law Scho ...
's The Entertainment Co. had made a tentative agreement with Holmes à Court to buy the catalogue for £30.5 million but in early August, Holmes à Court's team contacted Jackson again, with both sides making concessions. These included Holmes à Court adding more assets and agreeing to establish a scholarship at a United States university in Jackson's name. Although Koppelman/Bandier offered a higher bid, Jackson's bid of £24.4 million was accepted because he could close the deal quickly, having completed
due diligence
Due diligence is the investigation or exercise of care that a reasonable business or person is normally expected to take before entering into an agreement or contract with another party or an act with a certain standard of care.
It can be a l ...
of ATV Music prior to any formal agreement. The deal was signed on 10 August 1985. After the acquisition, Jackson and McCartney appeared together in a photograph, reportedly to dispel rumours about their falling-out over Jackson's ownership of the Beatles' songs.
In a July 2009 interview on the ''
Late Show with David Letterman
The ''Late Show with David Letterman'' is an American late-night talk show hosted by David Letterman on CBS, the first iteration of the The Late Show (franchise), ''Late Show'' franchise. The show debuted on August 30, 1993, and was produced by ...
'', shortly after Jackson had died, McCartney spoke about his reaction to Jackson's purchase of the ATV music catalogue:
Which was, you know, that was cool – somebody had to get it, I suppose. What happened actually was then I started to ring him up. I thought, here's the guy historically placed to give Lennon–McCartney a good deal at last, 'cos we got signed when we were 21 or something in a back alley in Liverpool. And the deal, it's remained the same, even though we made this company the most famous – hugely successful. So I kept thinking, it was time for a raise ... I did talk to him about it, but he kind of blanked me on it. He kept saying, 'That's just business, Paul.' You know. So, I thought, 'Yeah, it is,' and waited for a reply, but we never kind of got to it ... It was no big bust-up. We kind of drifted apart after that".
Merger with Sony Music Publishing
In 1995, Jackson merged his catalogue with Sony Music's publishing for a reported £59 million, establishing Sony/ATV Music Publishing, in which he retained half ownership. As a company, Northern Songs was dissolved in 1995. In April 2006 a package was proposed whereby Jackson would borrow £186,480,000 and reduce the interest rate payable on a loan he had, while giving Sony a future option to buy half of Jackson's stake in their jointly-owned publishing company, leaving Jackson with a 25% stake. Jackson agreed to a Sony-backed refinancing deal, although the finalised details were not made public. Jackson's estate sold its remaining stake to Sony in 2016, and the company's name was reverted to Sony Music Publishing in February 2021.
In 2017, it was reported that McCartney had reached a settlement with Sony to regain control over much of The Beatles' catalog.